Walking into the second annual Academy Governors Awards reception, I was gobsmacked by who was milling in front of the photographers at the entrance. 12-year-old Elle Fanning posed with her Somewhere co-star Stephen Dorff and The Ghost Writer‘s Olivia Williams; George Lucas was chatting up Godfather stars Robert Duvall and James Caan, as Sofia, Francis Ford Coppola and his wife of 48 years, Eleanor, greeted Peter Fonda.

Disney’s Rich Ross and other onlookers gasped at the arrival of Diane Lane, stunning in her red gown. (Many of the men, producer Frank Marshall reminded me, sported red ties in honor of the late Dino De Laurentiis.) “Diane has made 44 movies and this is her first biopic,” Ross said of the Secretariat star’s Oscar chances. “The Academy loves biopics.” Disney’s Scottish marketing chief, M.T. Carney, plans a full-court Oscar press.

Last year’s first-ever Academy Governors’ Awards were a tough act to follow: there was a magic alchemy in the Kodak Theatre of genuine appreciation and bonhomie, of wanting to recognize the genius of the honorary Oscar winners. There was love, when Kirk Douglas thanked Lauren Bacall for buying him a winter coat, or when Quentin Tarantino passionately praised Roger Corman, sitting at a long table with many of the dozens of directors whose careers he jump-started. Cinematographer Caleb Deschanel dug into why his mentor Gordon Willis was the Prince of Darkness, and an amazing cadre of past Thalberg winners gathered to honor absent and ailing John Calley. The evening was authentic and moving; it celebrated the best of what Hollywood has to offer. And it didn’t feel like just another awards show.

Not so this year. For one thing, the room was packed with rival Oscar tables: Fox Searchlight hosted two, for Black Swan (Portman and Darren Aronofsky) and Conviction (Hilary Swank, Lewis, and Sam Rockwell); Warner Bros. boasted Eastwood (Hereafter) and Christopher Nolan and Hans Zimmer (Inception); Disney’s Ross and Sean Bailey (who locks Tron: Legacy next week) were with Pixar’s John Lasseter and Toy Story 3‘s Michael Arndt and Lee Unkrich; Roadside Attractions brought in Biutiful‘s Alejandro Gonzalez Inarritu and composer Gustavo Santaolalla; Rabbit Hole‘s John Cameron Mitchell sat with Lionsgate; Warren Beatty and wife Annette Bening sat with Frank Mancuso and Focus and The Kids Are All Right writer-director Lisa Cholodenko and her partner Wendy Melvoin; and Blue Valentine‘s Ryan Gosling and The King’s Speech‘s Tom Hooper graced the Weinsteins’ table (Hooper talked with Kathryn Bigelow, who was with Mark Boal). In this company the young stars of Paramount’s A Social Network, Jesse Eisenberg, Andrew Garfield and Armie Hammer, looked out of place among the older guard, as a very tan Aaron Sorkin worked the room (his critique of the Writers Guild is still resonating from THR’s Writers roundtable).

The shining star of the night was Actors Studio graduate Eli Wallach, who beamed next to his wife of 62 years, Anne Jackson, as old friend Tony Bennett sang her a song from Cabaret: “Maybe this time. Maybe this time I’ll win.” Standing ovation! This was what the event was all about, as Wall Street: Money Never Sleep‘s Josh Brolin (flanked by wife Diane Lane), told tales of doing a scene with the wily old actor, now 94. He has 164 performances to his credit, 26 on Broadway. He made his first film, Baby Doll, at age 41. Jackson said, “He hasn’t even started yet! I’m very proud of my husband. I have to be honest about something. He’s constantly evolving, he’s still learning, and I taught him everything he knows.” In the tribute reel, Al Pacino said Wallach was a major influence on him, while Kate Winslet praised his “stamina.” Wallach himself recalled playing various villains, bandits, thieves, warlords, half-breeds and Italian mafia people through his career. “Now I’m in my old Jewish guy phase.” He added: “I don’t act to live. I live to act.”

Robert De Niro offered, “There’s nothing I like to see more than an even older actor, it gives me hope. I could do this for another 40 years. We are all character actors. Now that we are going up for the same parts, I hope we can remain friends. That role in Wall Street was perfect for me.” And Clint Eastwood charmingly presented the award to his The Good, The Bad, and the Ugly co-star, saying that Wallach is the only cast survivor from The Misfits or Baby Doll, and luckily, one of two survivors of The Good the Bad and the Ugly.

At the start of the evening, the Academy governors who lauded Jean-Luc Godard clearly felt defensive doing so–reminding that the famously ornery Godard was not winning the Jean Hersholt Humanitarian Award. While Godard’s purported anti-Semitism was not mentioned, cinematographer Haskell Wexler, documentary filmmaker Lynn Littman, editor Mark Goldblatt, composer Charles Box, producer Mark Johnson and writer Phil Alden Robinson sang Godard’s praises. “This irreverent provocateur never used art to promote bigotry, a key distinction I had to understand so I could honor him tonight,” said Littman. “He dared us to misbehave as grown-ups and artists. He’s still misbehaving.”

But as clear as it was to me that they were right to honor Godard, the room felt cold as Black Swan‘s Vincent Cassel introed the Godard tribute, which included praise from Oliver Stone (“he gave us the gift of freedom in film; nothing was the same again”), D.A. Pennebaker, William Friedkin, Martin Scorsese, Mike Figgis and Steven Soderbergh, who added that Godard’s films were “funny.” Academy president Tom Sherak was forced to accept the award on Godard’s behalf, and kept insisting they had enjoyed a cordial correspondence. In fact, Godard’s longtime Swiss friend and producer Ruth Waldburger was asked and declined to come from Switzerland to pick up the prize. Which is why Sherak will be traveling to Switzerland to present it. After the high point of the evening, the Wallach tribute, it was all downhill.

While Kevin Brownlow is a laudable figure–as critic, historian, restorer and filmmaker, his tribute reel included Leonard Maltin, Robert Osborne and Scorsese, who said: “He reminded us of our obligation to preserve the past in order to pave the way for the future”–the presentation (sincere, from James Caron Karen, Lindsay Doran and Kevin Spacey) and Brownlow’s speech, which spoke of relaxing copyright laws in the interest of preservation, did not scintillate.

Nor did the ultimate honoree of the night, Thalberg-winner Francis Ford Coppola. The man may be a great film and wine maker who raised talented kids, but Roman and Sofia seemed uncomfortable while toasting their father, and we’ve all heard George Lucas talk about the senior director’s impact on his generation of filmmakers. “Francis was never afraid to do what it takes to make sure to protect his artistic vision–and others–from the studios,” said Lucas. “That’s been his mantra ever since. He was always on the leading edge. Francis was one of the first to embrace the digital age.”

The Coppola tribute seemed oddly muted–was it because the end-of-a-long-night presentation favored Coppola as producer, as opposed to writer-director? Lucas wound up looking better than his mentor, who said he hadn’t prepared a speech because he had been shooting his latest indie film until 4 AM the night before. He recalled being old enough to have actually worked for Darryl Zanuck, Adolph Zukor, Sam Goldwyn (he did a tart imitation) and Jack Warner, who once told him, “no fog on the lake!” And while it was fun to see the Coppolas enjoy each other’s company at the long central table, sadly, Godfather stars Talia Shire, Caan and Duvall were not heard from during the ceremony. Kathryn Bigelow and DeNiro did the honors, while Paul Schrader, Scorsese, Medavoy, Lucas and Pacino participated in the tribute reel. “I would not be here if it weren’t for you,” said De Niro. “I love you.”

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